Nasdaq Reprimands TON Strategy Over $272 Million Toncoin Purchase
Nasdaq has issued a formal reprimand to TON Strategy company for violating shareholder approval obligations related to its $272 million Toncoin acquisition and associated private placement financings. The company remains listed on the exchange after regulators determined that the breaches were unintentional rather than deliberate attempts to circumvent compliance rules.
The reprimand was issued on October 28, following an investigation into the company’s transaction structure in August 2025. TON Strategy avoided delisting after Nasdaq officials concluded that it had inadvertently violated listing rules during a $558 million private investment that funded the transition to blockchain treasury management.
Violations Related to Toncoin Purchase
The reprimand addresses two separate compliance violations related to Nasdaq listing Rules 5635(a) and 5635(b). The first violation stems from the company’s private placement on August 7, in which capital was raised through the sale of approximately 58.7 million shares and pre-funded warrants at $9.51 per unit.
Nasdaq noted that this transaction resulted in a change of control after the Executive Chairman acquired approximately 19.99% of the shares through Kingsway Capital Limited Partners, alongside a major leadership restructuring. The second breach involved the $272.7 million Toncoin purchase agreement signed on July 31 by an affiliate of the company.
